Chairman King called the meeting to order. Vice?Chairman Wallace gave an invocation. Chairman King led in the Pledge of Allegiance to the Flag.

AGENDA APPROVAL

[b]Commissioner Howze made a motion to approve the agenda and add to New Business, Consideration to approve a consent agreement for Effingham County Power to give their bank security interest in the water agreement. Commissioner Sapp seconded the motion and it carried by a unanimous vote[/b].

NEW BUSINESS

WATER AGREEMENT WITH THE CITY OF SAVANNAH (1): County Administrator Rutherford explained that there were two issues that he was still waiting for clarification and finality on. He commented that the issues had nothing to do with providing water to Effingham County Power. He commented on working on this agreement for several months and when challenges to the EPD air permit were not filed, now ECP is faced with a time frame to move forward with this agreement. He commented that wetlands approval had been given and that Monday, February 11th is the deadline for construction or some type of activity has to be ongoing or those permits lapse and you have to go back and start over again. He commented on the two areas of concern before the City of Savannah (1) dealing with water that comes out of the pipe line that may be used for future development in Port Wentworth and how compensation will be reverted back to the community. The second issue is a point raised by the Commissioners of the potential termination date. Is there some way if everything goes sour the County can get out of the twenty year contract. He commented that both of these items have been discussed with Savannah and there does not appear to be a major concern over changing these items.

Chairman King asked if Mr. Rutherford was working with two Commissioners on the agreement. Mr. Rutherford commented that he was working with the Commissioners and the issues would be resolved with Commissioner Sapp and Commissioner Howze's knowledge.

Mr. Rutherford commented on the price structure for the water as another issue.

Mr. Rutherford asked that the Board approve in principal the contract with the City of Savannah that the two issues are resolved with the approval of the County.

Commissioner Howze made a motion to approve a Water Agreement with the City of Savannah with the stipulation that the county negotiate on (1) dealing with water that comes out of the pipe line that may be used for future development in Port Wentworth and how compensation will be returned back to the community and (2) the termination change date. Commissioner Sapp seconded the motion.

Chairman King asked if the motion could be amended to include the stipulation, if the other Commissioners agree that once the issues were settled, Commissioners' Sapp and Howze could go forward with the agreement after informing the other Commissioners without bringing it back to the Board for a vote. Commissioner Howze amended his motion and Commissioner Sapp amended his second to include the stipulation that once the issues were settled that Commissioners Sapp and Howze could go forward with the agreement after informing the other Commissioners and that it did not need to be brought back to the Board for a vote.

County Administrator Rutherford asked that the motion be amended to authorize the Chairman to sign the agreement. Commissioner Howze amended his motion and Commissioner Sapp amended his second to include authorization of the Chairman to sign the agreement.

Vice?Chairman Wallace asked if Commissioner Howze and Commissioner Sapp were satisfied with the agreement. Commissioner Sapp commented that up to this point we are satisfied. Commissioner Howze commented on the issue of the term. He explained if you are locked into something for twenty years and something better comes along then you would not be able to take advantage of it. He commented that he felt it would be better for the County to end that contract in a shorter period of time.

Mr. Rutherford commented that we have a proposed contract with Effingham County Power that is a twenty?year agreement. It is quite possible that something down the road may make itself available to other developments in the County. We will have the agreement with the City of Savannah to make water available to Effingham County Power.

Commissioner Thompson commented on the County Attorney reviewing the contract once the issues have been agreed on.

Commissioner Howze commented that the initial contract only obligates Effingham County Power to one million gallons, but if we have the opportunity to obtain that water, I would like to take advantage of it. Mr. Howze commented about the term of the contract.

The motion carried. (See copy of agreement on minute book page number ______).

EFFINGHAM COUNTY POWER WATER USE CONTRACT (2):

County Administrator Rutherford commented on the contract between Effingham County Power and the County. He commented that this contract is basically an expansion of the Memorandum of Understanding that was approved last summer. He commented on two issues of concern. [b]One issue is who bares the cost of paying for water that has to be flushed from the system to maintain water quality. He commented that the 36?inch line needs to have about a million gallons a day moved through the line to maintain water quality. Effingham County Power will not be pulling a million gallon a day when they start up. The EPD consider this a trunk line to Effingham County Power so water quality is not an issue initially. It only becomes an issue when the County ties on and sets up a distribution system and has customers and then it becomes a water distribution system and a different set of regulations applies. Depending on when that occurs, if Effingham County Power has not begun to withdraw a million gallons of water per day, there is the potential for water that has to be wasted to maintain water quality. The other provision under the limitation of liability the attorney has identified three phrases that he would like to have removed. He read the phrases as follows: Effingham County Power shall not be liable for any delay or failure to perform in accordance with requirements of this contract for such failure or delay to war, acts of God, fire, floods or other casualty, government regulations, failure of equipment, changes in economic conditions. He commented that those are the three phrases the County Attorney has asked to strike from the contract. The other issue is the governing law that there was a provision at the very end that we wanted a court of conpetent jurisdiction in Georgia and in Effingham County. I donít think that Effingham County Power wanted to agree to that but we would go to the Effingham Courthouse to resolve any contract issues.[/b]

[b]Chairman King asked who was working with him on this contract. Mr. Rutherford commented that Commissioner Sapp and Commissioner Howze are working with him on the contract.[/b]

Vice Chairman Wallace asked Commissioner Howze if he was satisfied with the agreement. Commissioner Howze commented that he was satisfied and would like to have paid less for the water that we are buying but there comes a point in negotiations that you feel like you have done the best that you can.

Vice Chairman Wallace asked if he was able to get the municipalities to share in paying for it. Commissioner Howze commented that could happen when they tap in. He commented that this is going to move Effingham forward and this is a step in the right direction.Commissioner Howze made a motion to approve the Water Line Contract with Effingham County Power with the following stipulation that the following two issues be resolved concerning who bares the cost of paying for water that has to be flushed from the system to maintain water quality; that under the limitation of liability the three phases (ECP shall not be liable for any delay or failure to perform in accordance with requirements of this contract for such failure of delay, war, acts of God, fire, floods or other casualty, government regulations, failure of equipment, changes in economic conditions) that the attorney has identified that he would like to have removed; that Commissioners Sapp and Commissioner Howze could go forward with the agreement after informing the other Commissioners without bringing it back to the Board for a vote; and that the Board authorize the Chairman to sign the contract. Commissioner Sapp seconded the motion.

Commissioner Thompson asked that if the issues were not cleared up that the agreement would be brought back to the Board. Mr. Rutherford commented that it would be brought back to the Board if those issues were not cleared up.

The motion carried. (See copy of contract on minute book page number ________).

36" WATER MAIN CONTRACT (3):

County Administrator Rutherford commented on the engineering firm who had worked on the design of the water line and all the things that pertain to the delivery of the water to the Effingham County Power site. He commented that they had worked very closely with the bid package and those bidding on the projects. He explained that Mr. Holmes Bell would go through the bid package summary. He commented that the project has been divided into Division A and Division B.

Mr. Holmes Bell, Hussey Gay Bell and DeYoung, explained Division A lowest bidders. He recommended awarding Division A to Southern Champion Construction Company. He commented that the amount of their bid was $4,337,601. He commented that in the letter that he is giving to the County, it stated on the back page that the water agreement has not been finalized yet and we do have some outstanding permits to see if ECP was going to be building a water plant. Mr. Bell recommended awarding Division B to the low bidder Hobby Construction. He commented that the amount of their bid was $2,385,052.90.

Mr. Bell commented that Division A runs from Jimmy Deloach Highway to Goshen Road and Division B runs from Goshen Road just a few feet short of Effingham County Power 1.5 mgd storage tank. He commented that the bids for Division B are for a shorter span not near as complicated as Division A.

Mr. Rutherford commented that the Engineers have met with Effingham County Power to go over all the bids and have all the questions answered. Mr. Bell commented that Effingham County Power had a list of questions and specifically questions on connections. He commented that there were several connection points on the line and there are plans to resolve those issues.

Mr. Rutherford commented that Effingham County Power had taken the position that they are paying for the line to come in and they are doing a couple of taps in that location. He explained that Branniger had asked for seven taps and that the cost of anything over what the County and Effingham County Power had agreed upon has to be borne by the landowner or the potential developer. He commented that now is the time for everybody to step up if they want tees put in place. It is certainly less expensive to put in while the line is being constructed.

Commissioner Howze asked if there were tees at all road intersections. Mr. Bell commented that there were tees at all road intersections and other locations.

Commissioner Thompson asked about fire hydrants along the line. Mr. Bell commented that in lieu of air relief valves fire hydrants were put at every low and high spot along the line route to flush the line.

Commissioner Howze asked Mr. Bell if he could give some of the qualifications of the contractors. Mr. Inman Beasley commented that they had dealt with Southern Champion Construction Company and Hobby Construction in the past and they have the manpower, the equipment and the expertise to perform this magnitude of work. He commented that we could give you a list of references if it is necessary.

Mr. Rutherford commented that Effingham County Power is expecting the water at their site by December 2002. He commented on the possibility of moving the date forward but Effingham County Power has taken the position that it is 270 calendar days in the bid document and believes that everyone can live with that time frame.

Commissioner Thompson asked if someone wanted to tie in to that line who would they contact for that tie in. Mr. Rutherford commented that he has already been contacted by several landowners and that service will not come out of that 36?inch line, but a smaller line.

Commissioner Howze asked if the fire hydrants could be used as a tie in. Mr. Bell commented that anything could be modified. Commissioner Howze commented that he would like to open the floor to any of the cities if they would like to comment.

Mr. C. D. Dean, Mayor of the City of Guyton, commented that the line does not directly affect they City of Guyton it is going to affect Rincon. He commented that he had had a conversation with EPD and asked that the County tell EPD that there is no plan to bring the 36î line to the City of Guyton and that they would like to have an increase in pumping capacity. He commented that the fire hydrants would increase fire protection for the citizens.

[b]Mr. Bob Brady, City Manager of the City of Rincon, commented that the County Commissioners had done an excellent job in providing water to the City of Rincon.[/b]

Commissioner Howze made a motion to approve the 36" water main. Commissioner Sapp seconded the motion and it carried by a unanimous vote.

Commissioner Howze made a motion to award Division A to Southern Champion Construction Company in the amount of $4,337,601 and Division B to Hobby Construction in the amount of $2,385,052.90 to construct a 36" water line. Commissioner Sapp seconded the motion. The motion carried by a unanimous vote.

NOTICE TO PROCEED (4):

County Administrator Rutherford commented that the Board did not have to act on this item. The Board could authorize a letter to be written from the County Commissioner or the Engineering firm and that the letter would not go out until Monday. Mr. Rutherford asked that the Board authorize that we can go forward when the contract issues have been resolved. We are looking at a notice of acceptance of proposals and there will need to be a letter.

Commissioner Howze made a motion to authorize the Chairman to sign a letter of acceptance after all issues have been resolved. Commissioner Sapp seconded the motion and the motion carried by a unanimous vote. (See copy of letter on minute book page number ____).

EFFINGHAM COUNTY POWER BANK LETTER (5):

Assistant County Attorney Gotwalt explained that Effingham County Power is seeking financing for this project and other projects. The bank needs the ability to step in Effingham County Power's shoes if something should go wrong on the project or if Effingham County Power should run out of funds or otherwise default on the bank's lending request. The Bank and Effingham County Power would like us to sign a consent agreement recognizing that the bank has the right to step in if Effingham County Power defaults on their loans. The agreement is written so that the Bank would have the same obligations to the County as Effingham County Power. He commented that there were some issues in that document as to choice of courts and choice of law if we get into a dispute. Effingham County Power wanted the southern district of New York. I believe that it has been resolved and changed to Georgia and would be under Georgia Law.

Commissioner Wallace commented that as long as it stays in Georgia.

Mr. Gotwalt commented on passing the documents to Mr. Howze and Mr. Sapp and for the Board to authorize the Chairman to sign the document.

Commissioner Howze made a motion to authorize the Chairman to execute the Consent Agreement for the Bank, recognizing that the bank has the right to step in if Effingham County Power defaults on their loans, after receiving the approval of the document by Commissioner Sapp and Commissioner Howze. Commissioner Sapp seconded the motion.

Commissioner Thompson commented that he would like to see the document before it is signed.

The motion carried by a unanimous vote.

Mr. John Robinson, Effingham County Power, commented that they were moving forward and coming to Effingham County. He appreciated the action that the Board took today.

ADJOURNMENT

At 4:45 PM., Commissioner Sapp made a motion to adjourn the meeting. Commissioner Thompson seconded the motion and it carried by a unanimous vote.

When the county sent the contract and the 2/6/02 minutes, the City of Savannah did not accept this contract because its city attorney advised that the "Add to Agenda" violated the Open Meetings Act and tainted the contract. Savannah required Effingham to post it to a regular meeting agenda at a later date and re-vote the item.

The Water Contract with Savannah was the only agenda item the commission approved (of about 25 from '02-'04) for the W&S that was not added to the agenda in violation of the Open Meetings Act.

This left not only the public, but some commissioners, too, in the dark about the plan. That's why there was no discussion when votes were taken.

The Neighborhood Organization asked the state's attorney general, as the constitutional officer charged with enforcement of the Act, to void the illegal votes--especially the GEFA loans.

But the AG had a conflict of interest. He was also the attorney for the EPD and GEFA and to take the same opinion as Savannah's attorney would harm his clients. He never formally acknowledged receipt of our complaints and the AG's Compliance Division, after initial enthusiasm, later refused to even return phone calls or answer e-mails.

Several months later, I sent the AG an impertinent letter about his conflict of interest--that of enforcing the OMA or representing GEFA--and cited rules of the Georgia Bar Association that required him to have advised us that he had the conflict at the beginning.

I fired him and suggested he give us a refund of our state taxes. I was told later, through anonymous channels, that he instructed his compliance staff to, "Tell Frank, '[filtered word] Y**.'"